These Terms of Use ("ToU") to the QUADIENT University (the "University" or the "Service") are agreed upon between QUADIENT CXM AG, Oberer Gansbach 1, 9050 Appenzell, Switzerland, the owner, Licensor and developer of the QUADIENT software products ("QUADIENT" or "Licensor") and You, (the "User", "Customer" or "Licensee").

These ToU govern explicitly only the use of the QUADIENT University. Please note that the use of other QUADIENT Programs and Services are governed by separate end user license agreements (EULA).

You agree to be bound by the terms of these ToU by downloading, installing, copying, accessing, or using the Service. If you are accepting these terms on behalf of another person or a company or other legal entity, you represent and warrant that you have full authority to bind that person, company, or legal entity to these terms, and that you will make these ToU available to Users you have licensed and installed the Service for.

You also acknowledge that the Service is or may be subject to export control laws and regulations, and You represent that You are not a citizen of an embargoed country or prohibited end user under applicable export and anti-terrorism laws, regulations and lists.

If you do not agree to these terms, do not access, copy or use this Service.

Service Description

The QUADIENT University is an online platform accessible at https://university.quadient.com that is hosted on Microsoft Azure Cloud technology, West Europe data center.

It is directed at employees or consultants of QUADIENT Customers that have a valid maintenance and support agreement (MSLA) with Quadient in place, and is not a consumer service.

This Service is intended to promote knowledge sharing and online networking amongst Quadient Inspire users, including:

  • information exchange between specific user groups
  • introduction of users to other knowledgeable colleagues within their organization
  • storage of product materials and documentation; allowing these materials to easily be spread towards their target audience
  • promotion of various Quadient activities (user conferences, surveys, etc.)

License

Intellectual Property Rights

The Services, their structure, organization and code are valuable trade secrets of QUADIENT, and are protected by copyright law and international treaty provisions. Furthermore, some of the integrated Third Party Software components are protected by United States copyright law and international treaty provisions, and may be subject to additional terms and conditions.

All intellectual property rights to the Services and integrated Third Party Software Programs and Third Party Services used (e.g. Adobe PDF Library and Microsoft Azure technology), including the rights pertaining to know-how and the relevant Documentation, remain in the ownership of the respective owner(s) who retain title and full ownership rights thereto.

Please note, that some Programs or Services also contain Open Source Software, and may be subject to additional license terms that are hereby fully incorporated in this Agreement by reference. You can access a document listing these Open Source Software License Terms from the following website:

http://www.quadient.com/resources/open-source-licenses.

Except as the license use rights expressly stated in this Agreement, this Agreement does not grant You any intellectual property rights in the Programs or Services or in any parts thereof.

License Grant

The Services are owned or licensed by QUADIENT, and are copyright-protected.

You acquire a user license and do not own the Services in any way.

QUADIENT grants You a non-exclusive and non-transferable License to use the Service, to the extent You lawfully acquire it according to a valid Customer Contract; provided that You have paid the agreed maintenance Fee and adhere to the terms of this Agreement.

You may access and use the Service up to the level of use specified in Your Customer Contract, and for the sole purpose of supporting such agreed use. The terms of these ToU apply to each and every access to and use of the Service. Quadient explicitly reserves the right to change the terms of use at any time. Please check these web pages regularly for any changes.

You shall ensure that anyone who uses the Service (accessed either locally or remotely) does so only for Your authorized use and complies with the terms of this Agreement.

User Credentials

Upon the establishment of a subscription or License, one or more User names and passwords may be generated in connection with such subscription or License ("Credentials"). The Credentials are used to authenticate the User and thereby allow access to the Services, including any of your data stored as part of the Services. You are solely responsible for maintaining the confidentiality of the Credentials and may not transfer or share the Credentials with any third parties. You acknowledge and agree that QUADIENT and its licensors and suppliers may rely on the Credentials as the sole test to control whether Users accessing and using the Services on your behalf are authorized to do so. You are fully liable for any act or omission of any Users that access or use the Services with the Credentials or otherwise through your account. You will: (a) notify QUADIENT immediately of any unauthorized use of any Credentials or account or any other known or suspected breach of security; (b) not impersonate another user or provide false identity information to gain access to or use the Service; and (c) be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and right to use all data submitted by you in the course of receiving the Services.

License Restrictions

You may not:

  • use, copy, modify, or distribute the Service except as provided in this Agreement;
  • reverse assemble, reverse compile, or otherwise translate the Service;
  • modify or create any derivative works of any Service or Documentation;
  • decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for any part of the software, Service or component;
  • redistribute, encumber, sell, rent, lease, sublicense the Service.

Neither QUADIENT, its Affiliates, resellers or distributors are obligated to provide, nor are You acquiring any right of any kind with respect to the source code for the Services or any part thereof. You acknowledge QUADIENT’s ownership of and/ or intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with QUADIENT's rights with respect to the Services or any part thereof.

Furthermore, You agree not to limit or interfere in any manner with the ownership and intellectual property rights related to integrated Third Party Software Programs or Third Party Services. Licensee also covenants not to use the Viewing Function (meaning a function allowing the copying of a PDF document into memory for display) contained in the Adobe PDF library technology in order to violate or bypass PDF file security measures which prevent copying or editing PDF documents.

All rights not expressly granted to Customer are reserved by QUADIENT and its licensors.

Licensing Method

According to the maintenance services agreed under your Customer Contract, QUADIENT will provide You with the adequate access log-ins to the Services.

Service Conditions and Compliance

Service Conditions

  1. Host Provider
    The Services are hosted on the Microsoft Azure Platform and are subject to the terms and conditions of Microsoft as Third Party Provider, found at: https://azure.microsoft.com/en-us/support/legal/

  2. Service Limitations
    While the web-portal is accessible globally, this does not mean that all Services or Service features are available in Your country, or that user-generated content available via the Services is legally permitted in Your country.

    Services are not available in all languages. We may block access to or suspend certain Services (or certain service features or content) in certain countries, e.g. in embargoed countries or where we suspect misuse. It is Your responsibility to make sure Your use of the Services is legally permitted where You use them.

    We may create technical limits on Your content and Your accounts, such as limits on size output and other technical limits.

  3. Customer Data
    You shall be solely liable for any data, information or content you use in the QUADIENT TW and for the Customer Data’s compliance with the applicable laws and regulations in force as well as the Online Platform Use and Appropriate Use defined in these ToU.

    You acknowledge and warrant that the Customer Data, whether in whole or in part, shall in no event:

    1. infringe, misappropriate or violate any right, especially any intellectual property right, of any third party whatsoever;
    2. contain any virus or program designed to cause damage, intercept or misappropriate any system, data or personal data in a fraudulent manner;
    3. contain any unlawful, bullying, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature or any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation;
    4. contain any content which may subject to any rules and regulations promulgated under the U.S. Export Administration Act of 1979 (as amended from time to time) or the U.S. Arms Export Administration Act of 1976 (as amended from time to time);
    5. be false, misleading or inaccurate or otherwise in breach with these ToU.

You undertake not to use the Service in a manner that may lead to any civil or criminal action whatsoever, and shall indemnify and hold Quadient harmless from any action on such grounds.

You acknowledge that we have the right, but not the obligation, to monitor the Service and any data submitted to the Service. To comply with legal obligations in this respect, we may take any actions (including suspending or deleting accounts, removing content or denying routing of certain data and e-mails) we reasonably believe are necessary to prevent unlawful activity in connection with the Service.

You expressly acknowledge and agree that QUADIENT shall not be liable for any loss or destruction of any content or Customer Data, and that You shall be responsible for ensuring that You have proper backups thereof before uploading anything on the Service.

Quadient reserves the right to discontinue, delete or block the Service or any User or content at any time without reason of notification.

Export Rules

Licensee agrees that the Service or any part thereof will not be accessed from, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Service or any part thereof is identified as an export controlled item under the Export Laws, Licensee represents and warrants, not to be a citizen, or otherwise located within, an embargoed nation (please always check the actual US Export Administration Regulation Website) and not otherwise to be prohibited under the Export Laws from accessing the Service or receiving the Program. All rights to use the Program or Service are granted on condition that such rights are forfeited if Licensee fails to comply with the terms of this Agreement.

Appropriate Use

Licensee agrees that the Service or any part thereof will not be accessed from, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Service or any part thereof is identified as an export controlled item under the Export Laws, Licensee represents and warrants, not to be a citizen, or otherwise located within, an embargoed nation (please always check the actual US Export Administration Regulation Website) and not otherwise to be prohibited under the Export Laws from accessing the Service or receiving the Program. All rights to use the Program or Service are granted on condition that such rights are forfeited if Licensee fails to comply with the terms of this Agreement.

  1. General

    Customer shall not use any Service to knowingly: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send, use or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party rights; (iii) send, use or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (v) commit any act that is detrimental to the good name and standing of QUADIENT; or (vi) attempt to gain unauthorized access to a Service or its related systems or networks.

    Customer shall indemnify and hold QUADIENT, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors and employees harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including attorneys' reasonable fees and costs) to the extent arising out of or in connection with a claim resulting from breach of the appropriate use described herein or a claim alleging that the Customer Data infringes a copyright, U.S or European Member patent, or a trademark of, or has caused harm to the rights of a third party provided in any such case that QUADIENT (a) promptly gives notice of the claim to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle such claim unless such settlement unconditionally releases QUADIENT of all liability and does not adversely affect QUADIENT’s business or Service).

    You are responsible for all activity that occurs via Your Service account. Please notify Customer Support immediately if You become aware of any unauthorized use of Your Service account. You may not (a) share Your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use Your account information to manage Your use and access to the Services.

  2. Online Platform Rules for Users

    As this is an online user platform, the following platform rules apply to each and every User additionally:

    1. User dialogue - No anonymity

      Users must first register before publishing a contribution. When registering, users set up a public profile with a user name. Each author's contribution is signed by his user name and is visible by the whole user community.

      The Quadient University gives customers and users the opportunity to talk to one another. All remarks and/or data published by users reflect the opinions of the relevant authors and not the opinion of Quadient.

      It is the intention of Quadient to pursue ethical principles regarding management of the information contained in these Internet pages, the treatment of information published by third parties and generated by visitors to these pages and information regarding the latter. Visits to the Internet websites of Quadient will be electronically recorded. The respective records are primarily used by Quadient to compile statistics indicating which areas of the websites are most popular.

    2. Code of Conduct

      Quadient attaches very much importance to a respectful conduct on its website and when making use of this Service. In order to ensure this, users are subject to these community rules which any user must explicitly accept and adhere to.

      In the case of contributions regarded inappropriate or not useful, Quadient reserves the right to deny its publication or only publish parts of them or to remove them partially or completely without consulting the authors.

      The published content must NOT contain any elements of the following nature:

      • illegal, obscene or indecent
      • infringe intellectual property rights or be in conflict with any 3rd party rights
      • libellous, defamatory or racist
      • insulting, discriminating or abusive
      • harassing or menacing
      • intrude on privacy
      • be of an advertising nature
      • be of any other damaging nature (viruses etc.)
      • be of no or only minor relevance to the published subject

      Infringements of these rules can be notified by any User to the following email address: university@quadient.com

Warranty, IP Indemnification and Liability

Limited Warranty

There is no warranty whatsoever for use of this free Service, neither for quality, completeness or correctness of any material or comment published under this Service, nor for availability, usability or access to this Service. Quadient reserves the right to delete, suspend, discontinue or change the Service, any User or content at any time without reason or notification.

Limitation of Liability

THE PARTIES AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, QUADIENT'S ENTIRE LIABILITY AND INDEMNITY UNDER ANY PROVISION OF THIS AGREEMENT FOR ANY CLAIM OR LEGAL ACTION IRRESPECTIVE OF ITS NATURE, SHALL BE DISCLAIMED IN FULL, AS THIS IS A FREE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUADIENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF OR THE INABILITY TO USE THE SERVICE EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

Data Protection and Security

Customer Data

QUADIENT does not own any Customer Data. Customer, not QUADIENT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data it makes available to QUADIENT under this Service, and QUADIENT shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of Customer Data, nor for the use of other Users thereof, as this is an online networking Service. QUADIENT's use of Customer Data shall be limited to the purpose of providing the Service to the Customer and for QUADIENT to meet its obligations hereunder. If there is any data, Customer would wish to keep, Customer shall ensure extraction or backup of the respective Customer Data before uploading and publishing it on this Service. QUADIENT shall have no obligation to retain Customer Data, and may fully delete Customer Data stored in this Service at any time at its discretion.

Microsoft and Google as US Providers

Customer acknowledges that any Customer Data, including documents and personal data of Users of the Services may be stored on servers set up in the EU and the United States of America in order to prevent a platform failure. These servers are operated by Microsoft under the terms and conditions of the Azure platform found at: https://azure.microsoft.com/en-us/support/legal/.

Please note that Microsoft commits to adherence to the EU Model Clauses for their online service.

You can access their privacy policy at:

Microsoft: https://privacy.microsoft.com/en-us/privacystatement

This Service also uses Google Analytics, a web analysis service of Google Inc. («Google»). Google Analytics uses what is known as cookies. These text files are stored on your computer and permit an analysis of your website usage. The information generated by the cookie about your use of this website (including your IP address) is transmitted to a Google server in the USA where it is stored. Google uses this information to evaluate your use of the website to compile reports about the website activities for the website operator and to render further services related to website and Internet use. Google may transmit this information to third parties insofar as this is legally prescribed or third parties are to process this data on behalf of Google. On no account will Google relate your IP address to other Google data. You can prevent cookie installation by means of an appropriate setting on your browser; we would however like to point out that, in such a case, you will not be able to take advantage of the entire Quadient University website. By using this Service you consent to processing by Google of the data collected about you in the aforementioned manner and for the aforementioned purpose.

Please find Google's privacy policy here: https://policies.google.com/privacy/update?hl=en

GDPR Requests

If you require an Art. 28 Processor Agreement under the European GDPR, please contact QUADIENT CXM AG, Oberer Gansbach 1, 9050 Appenzell, Switzerland.

If Customer and QUADIENT have signed such a separate Processor Agreement according to Art. 28 GDPR, such agreement shall prevail over these ToU with regards to the protection and processing of personal data in case of any doubt or discrepancies.

Any data subject right requests of Users are to be directed to their authorizing Customer entity as Controller.

Mutual Confidentiality

Each party acknowledges and agrees that any and all proprietary information labelled as "confidential" or which a reasonable person would know constitutes proprietary information, including but not limited to, business plans, financial reports, customer lists and other Customer Data or customer information, descriptions of manufacturing processes, and product development and marketing plans emanating from the other party's business in any form shall be "Confidential Information", and each party agrees that it will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information to any person (other than to the user community of the online platform of this Service), unless such duplication, use or disclosure is specifically authorized by the other party in writing. Licensee agrees that Licensor shall expressly be entitled to disclose Confidential Information provided by Licensee to QUADIENT, QUADIENT's employees, agents or representatives as well as to its parent companies and QUADIENT Affiliates. Such aforesaid disclosure shall always be confined to the extent that it is reasonably required in order to fulfil Licensor's obligations under this Agreement.

Neither party shall be in breach of these ToU by reason only of disclosing Confidential Information or Customer Data which the party is required to disclose by laws or regulations or upon lawful request of any Authority. A party that is required to disclose Confidential Information in these circumstances shall give the other party as much prior written notice of the disclosure as possible (provided that it is not prohibited from doing so) to allow the other party an opportunity to take such steps as are available to it to control or prevent the disclosure. 

Each party shall be entitled to disclose Confidential Information or Customer Data to an Authority without notifying the other party where the Authority has requested or directed that the other party is not notified or informed of the disclosure.

Term and Termination

This Agreement shall be effective for the term of the License grant and as set out in the Customer Contract. If you sign up via web-portal, it shall be effective upon Your acceptance of the Agreement via click.

Either party may terminate this Agreement at any time without reason.

In addition to any other rights granted to QUADIENT herein, QUADIENT reserves the right to suspend or terminate this Agreement, the Service and any Customer's or User access to the Service without reason or communication.

Miscellaneous

Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.

You may not assign this Agreement to any third party except upon QUADIENT's prior written consent, which shall not be withheld unreasonably. Any purported assignment in violation of this section shall be void.

Governing Law and Legal Venue

This Agreement is construed under the laws of Switzerland, excluding provisions on conflict of laws and also expressly excluding the U.N. Convention of Contracts for the Sale of International Goods. If any provision hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. In the event there is a dispute arising out of or in relation with this Agreement, the legal venue shall be the Commercial Courts of Zurich, Switzerland. Each party hereby waives opposition to jurisdiction in such court.

Definitions

The following terms used in this Agreement shall have the following meaning:

  • "Affiliate" means an entity owned by, owning to or under common ownership with either party, whereby ownership shall be defined as holding a financial interest of at least 51% of shares or capital.
  • "Authorities" means any official public authorities including regulatory and data protection authorities in any affected jurisdiction.
  • "Customer Contract" means either an individually agreed and duly signed commercial agreement between You and a QUADIENT Affiliate or authorized reseller or distributor that expressly includes Quadient maintenance and support services by reference and contains some sort of MSLA.
  • "Customer Data" means any data, information or material, including personal data and Customer content, that Customer or Customer’s Users, employees, subscribers or partners may disclose or submit to QUADIENT or upload to the Service in the course of using the Service.
  • "Document" means any incoming and outgoing document (e.g. Letter, fax, invoice or sales order) submitted to QUADIENT via a secure Internet connection for processing, delivery to a recipient and/or electronic archiving.
  • "Documentation" means any published documentation provided by QUADIENT in any form, related to the Service including any specification, user manuals, systems manuals, operating manuals, programming manuals, physical planning guides and set up or installation guides, if available.
  • "End User" means an authorized User of the Licensee that has access to the Service and may use it under the valid License of the Customer;
  • "EU Model Clauses" means the standard contractual clauses annexed to the EU Commission Decision 2010/87/EU dated February 5, 2010 for the Transfer of Personal Data to Processors established in Third Countries under the EU Directive 95/46/EC.
  • "Fees" means the Fees and charges specified in the applicable License Schedule and/or Customer Contract, payable by Licensee to QUADIENT or the respective Affiliate in respect of the maintenance and support services;
  • "GA Release" means the generally available released version of QUADIENT Programs or Services (excluding earlier Versions, Custom Versions, Trial Versions, Test Versions and Code Samples);
  • "GDPR" means Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons (data subjects) with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, when entering into effect on May 25, 2018;
  • "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
  • "License" means the use rights for the Services granted to the Licensee under this Agreement;
  • "Licensee" means Customer or User authorized to use the Service under a valid and paid License for Customer internal business use and not for distribution or resale;
  • "License Schedule" means the document in which the commercial details of the Service Licenses are agreed between the Parties. The License Schedule may be a Customer Contract in itself or an integrated part thereof.
  • "Open Source License Terms" means the license terms applicable to Open Source Software components included in the Programs or used by the Services as listed at: http://www.quadient.com/resources/open-source-licenses;
  • "Open Source Software" means Third Party Software Programs available without charge for use, modification or distribution as licensed under a separate open source software license;
  • "Seat" means a workstation or terminal that can be operated by one User at a time;
  • "Program" means the QUADIENT Software Program(s) and therein integrated Third Party Software Program(s), in each case, supplied by QUADIENT or its suppliers or resellers herewith, and corresponding Documentation, associated media, printed materials, and online or electronic Documentation;
  • "Quadient Cloud Service(s)" or "Service(s)" means QUADIENT's online Services as described in the relevant product or service descriptions and as found at quadientcloud.eu; 
  • "Third Party Software Programs" means third party software components such as Adobe PDF Library technology, Datalogics Software, Open Source Software etc. integrated in QUADIENT Programs or Services and their related Documentation, including any upgrades, modified versions, updates, additions, and copies thereof;
  • "Third Party Services" means third party services used for the delivery of Quadient Services such as Microsoft Azure or others;
  • "Trial Version" or "Test Version" means a version of the Quadient Service, like for example an FMAP version (First Mover Advantage Program), or another test version as so identified, to be used only to review and evaluate the Service for a specific time period as determined by QUADIENT without any warranty and irrespective of if such Program or Service will be continued or included in a GA-Release;
  • "User" means any person, program, process, product, or hardware which uses any functionality of the Program or Service; it shall also mean Customer's employees, representatives, consultants, contractors or agents who are authorized to use the Program or Service under a valid License and have been supplied user identifications and passwords by Customer (or by QUADIENT at Customer's request). The terms, 'personal data', 'processing', 'supervisory authority', 'data subject', 'Processor', 'Controller' and 'transfer' shall have the same meaning as in the GDPR.